SOBR Safe (SOBR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 9, 2024, to address key corporate actions and compliance with Nasdaq rules.

• Three proposals: approval of share issuance, potential reverse stock split, and adjournment to solicit more proxies if needed.

• Proposals are designed to support capital raising, maintain Nasdaq listing, and ensure meeting quorum.

• Board recommends voting in favor of all proposals to facilitate company objectives and regulatory compliance.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 29,011,695 shares upon warrant exercise under an October 2024 Securities Purchase Agreement.

• Proposal 2: Grant Board discretion to implement a reverse stock split (1:2 to 1:10) by December 31, 2025, if needed for Nasdaq listing.

• Proposal 3: Approve adjournment of the meeting to solicit additional proxies if quorum or votes for Proposals 1 or 2 are insufficient.

• Each proposal has specific voting thresholds and effects on shareholder rights and company operations.

Board of directors and corporate governance

• Board consists of CEO, CFO, and four directors, with beneficial ownership details disclosed.

• Board members collectively own 2.3% of outstanding shares as of October 18, 2024.

• Board recommends approval of all proposals and is responsible for conducting the meeting and proxy solicitation.